Policy terms

Terms of website use

These terms of use (together with the documents referred to in it) (“Terms”) are the legally binding terms and conditions on which you make use of our website www.zenprivex.com (“Website”) and the services, features, content, application or widgets offered by the Company (“Services”), whether as a guest or a registered user. Use of the Website includes accessing, browsing, or registering to use the Website. Please read these Terms carefully before you start to use the Website. We recommend that you print a copy of this for future reference.

By using the Website, you confirm that you accept these Terms and that you agree to comply with them.

If you do not agree to these Terms, you must not use the Website. If you do not agree with any amendments made by to these Terms at any time in future, you must stop using the Website with immediate effect.

Other applicable terms

These Terms refer to, incorporate, and include, or will in the future refer to, incorporate, and include, the following additional terms, which also apply to your use of the Website:

Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Website, you consent to such processing and you warrant that all data provided by you is accurate.

Our Cookie Policy, which sets out information about the cookies on the Website.

Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of the Website. When using the Website, you must comply with this Acceptable Use Policy

Our Investment Policy, which sets out terms provision of the Services and facilitation of the Transaction through our Website.

About us

The Website is a platform to facilitate the transaction between the shareholders of private companies with investors seeking alternative investments, in order to facilitate secondary transactions in private company equity (“Transactions”), operated by ZPX Pte. Ltd. (the “Company”) incorporated under the law of Singapore with registered office at 21-01, Clifford Centre, Raffles Place, Singapore- 048621.

All parties that use the Services are called “users“. Users may be shareholders who own shares, and they may also be accredited investors who are contemplating engaging in Transactions involving the shares.

To protect the interests of both investors and shareholders, and to comply with laws, regulations, and industry oversight requirements, the Company does not solicit, broker, close, or otherwise participate in any Transactions.

Any reference to “you” or “your” refers to you as a user of the Website and the Services and any reference to “we”, “our” and “us” shall refer to the Company as the provider of the Services.

Changes to these terms and services

We may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.

We may, without prior notice, change the Services; add or remove functionalities or features; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services.

Changes to the website

We may update the Website from time to time, and may change the Content at any time. In these Terms, the term “Content” includes without limitation any information, text, graphics, videos, audio clips, data, software, text, scripts, graphics or other materials, provided or otherwise made accessible by the Company or its partners on or through the Service. However, please note that any of the Content on the Website may be out of date at any given time and we are under no obligation to update it.

We do not guarantee that the Website, or any Content on it, will be free from errors or omissions.

Accessing the website

We do not guarantee that your use of the Website, or any Content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period.

You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

The Services and the Transactions facilitated through the Company is intended for sophisticated private equity shareholders, and for persons who are “accredited investors”, both of whom must pass Company’s vetting process, which Company may prescribe from time to time, and meet the qualifications required by securities laws and regulations of U.S., Singapore, U.K., as may be applicable, and any other laws and regulations that apply in their jurisdictions.

The Company facilitates direct communication between the users i.e. the buyers (investor) and sellers. The access provided by the Company to its offline platform enables various users to create a relationship through active information sharing. The Company may or may not have any intervention on the content provided by anyone on the platform of the Company.

In respect of the Services, Transaction and content provided or facilitated through the Company, the Company intends to become neither a medium of distribution for and on behalf of the users (whether seller or buyer) nor an agent representing any of the users (whether seller or buyer).

The investor-user willingly agree to accept the platform provided by the Company in all entirety including and along with all its rules, policies, procedures, bye-laws, ethics and governance codes etc. of the Company, and especially for the securities transactions as done on the offline platform of the Company. The investor-users (buyers) also understand the risks associated with such securities transactions done on Company’s offline platform and their respective investments.

We may assist you in the fulfilment of the document related compliance pursuant to the Transaction. However, you are requested to independently evaluate any compliance required under the applicable law in relation to the concerned Transaction and ensure the timely fulfilment of the same. You shall be solely responsible for any compliances and other related reporting pursuant to the Transaction under the applicable law. If you have any query you may reach out to us at legal@zenprivex.com

All actions/omissions of the user shall be subject to the rules, regulations, customs, usages and practices prescribed by the Company in relation thereto. The users agree to have made themselves completely familiar with the same and have undergone an on-boarding education provided by the Company through both its online and offline mediums including but not limited to direct interaction with the Company’s representatives.

Information Exchange

Any exchange of electronic record between the users shall be deemed to be received to the addressee when reaches their system without the requirement of acknowledgment of the receipt of electronic record, unless specifically required. The users are aware, understand and agree that the ownership and usage of their information/data as pertained in this Agreement or otherwise may be respectively handled for reasons of focus, specialization or regulation by such subsidiaries or specific companies associated with the Company.

Information for Knowledge: The Content and any other information displayed on the Website may not purport to be sufficient that any potential investor may require for him to be satisfied. Neither is it intended to provide the basis of any credit or other evaluation nor any recipient of such information should consider such receipt as a recommendation to subscribe. Each Investor contemplating the subscription should make his/her own independent investigation of the financial condition and affairs of the seller company and its own appraisal of the creditworthiness.

Incorrect Information: The Website is a resource for information and disclosure purposes only. The Company makes no endorsement of, is not responsible for and makes no representations or warranties with respect to any links/information provided on its Website to other information, website, applications or entities. The Company expressly disclaims and will not be made liable for any act or omission or any consequence of any act or omission by the investor-user relying on material/information made available by the Company whether on the Website or any other medium.

Your account and password

You may view Content on the Website without registering, but as a condition of using certain aspects of the Website, you may be required to register with the Website and provide Website with accurate, truthful and complete registration information (including, but not limited to your name (“User Name”), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. If you choose to register with us, an account will be created for your use (“Account”) on the Website and you will be provided with required Account Information to enable your access to the Account. The term “Account Information” refers to a user identification code, password or any other piece of information which may be provided to you as part of our security procedures. You must always treat Account Information as confidential and must not disclose it to any third party. Any access to the Website through your Account shall be considered an access by you or on your behalf and you shall be solely responsible for any activity carried out in, by or through your Account either on the Website or any other Website accessed by you through the Website.

You represent and warrant that if you are an individual, you are of age as required to enter into a binding contract as is prescribed under the laws of the country in which you reside, or if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Services, in accordance with the laws of the country in which you reside. Any person under the age of eighteen (18) years accessing the Website should do so only under parental guidance. If we change the eligibility criteria to be registered with the Website and you no longer comply with the new eligibility criteria, as determined by us in our sole discretion, you accept that we may close your Account without any liability for us. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited and, in such circumstances, you agree not to use or access the Website or Services in any way.

We have the right to disable your use of the Account Information or any part of it, in our sole discretion, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

If you know or suspect that anyone other than you knows or has unauthorized access to your Account Information or any part of it, you must promptly notify us by sending us an e-mail at support@zenprivex.com. We are not liable for any losses or other consequences of unauthorised use of your account.

You may use the Website only for lawful purposes. You may not use the Website:

In any way that breaches any applicable local, national or international law or regulation.

In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

For the purpose of harming or attempting to harm minors in any way.

For any unfair purpose, including without limitation, multiple cancellation of bids, attempting to influence the market or circumventing the platform for any such unfair purpose.

To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

You also agree:

You will create an Account only if you are a bona fide shareholder or prospective accredited investor interested in considering potential Transactions

Not to reproduce, duplicate, copy or re-sell any part of the Website in contravention of the provisions of the Terms

Not to access without authority, interfere with, damage or disrupt:

any part of the Website;

any equipment or network on which the Website is stored;

any software used in the provision of the Website; or

any equipment or network or software owned or used by any third party in order to facilitate you or allow you to access any part of the Website.

We will determine, in our discretion, whether there has been a breach of the Terms through your use of the Website. When a breach has occurred, we may take such action as we deem appropriate including without limitation:

Immediate, temporary or permanent withdrawal of your right to use the Website.

Issue of a warning to you.

Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

Further legal action against you.

Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this Terms. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

User responsibilities

These Terms govern your behaviour on the Website and set forth your obligations. You agree and confirm to the following responsibilities:

You shall comply with all the obligations set forth in these Terms.

You will use the Services rendered by us for lawful purposes only and comply with these Terms and all applicable laws and regulations while using and transacting on the Website.

You are responsible for safeguarding the password that you use as a part of your Account Information to access the Services and for any activities or actions under your Account. We encourage you to use “strong” passwords preferably using a combination of upper and lower case letters, numbers and symbols with your Account. The Company will not be liable for any loss or damage arising from your failure to comply with this instruction.

Provide us with only such information that is true and accurate to the best of your knowledge.

Payment Terms

Access to the Website is currently available free of charge.

Intellectual property rights

The copyright, patents, trademarks, registered designs and all intellectual property rights in the Services, the Website and all Content shall vest in and remain with us and our licensors.

The trade marks, logos and service marks (“Marks”) displayed on this Website are property of the Company and other third parties, and all rights to the Marks are expressly reserved by us and relevant third parties. You are not permitted to use the name of the Company or any Marks, including in any advertising or publicity or as a hyperlink, without the prior written consent of the Company or such third party.

The domain name on which the Website is hosted on is the sole property of the Company and you may not use or otherwise adopt a similar name for your own use.

No reliance on information

The Content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely You must obtain specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

We display some content that is not ours. We may review Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review Content, so please don’t assume that we do.

We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the Content on the Website is accurate, complete or up-to-date.

NEITHER THE COMPANY NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. We do not advise parties on the merits of the Transactions, assist in negotiation, transaction, or financial dealings between members or with the issuer of company shares, or participate or invest in any way or allow its employees to invest or participate in any way in transactions between its members. Although the Service or the Transaction may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice. The Company is NOT a registered exchange, financial planner, investment advisor or tax advisor.

MARKET INFORMATION

We may make available to you through one or more Services a broad range of financial information that we obtain from third party service providers or us. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as “Market Information“. The Company does not endorse or approve Market Information, and we make it available to you only as a service and convenience. Company and our third party service providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of Market Information, or (2) warrant any results from your use or reliance on Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Company nor the third party service providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither Company nor the third party service providers will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will maintain the confidentiality of the Market Information and will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by Company to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use Market Information provided by Company for any purpose related to your business. Market Information may be incomplete or condensed and is subject to change without notice. As a condition to receiving access to any Market Information, Company shall be permitted to display your company’s name and logo in listings of Market Information users on Company’s Website and in Company’s other marketing materials.

Disclaimer of warranties

You expressly acknowledge and agree that use of the Services and the Website is at your sole risk. The Services and the Website are provided on an “as is” and “as available” basis. Although we make best efforts to procure high quality Services to all our users, to the fullest extent allowed by law, we expressly disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to the warranties of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose. The contents of the Services or the Website may contain bugs, errors, problems or other limitations. We assume no liability or responsibility for any errors or omissions in Content. We are not responsible for the Content uploaded by you on the Website. We are not responsible for any direct or indirect damages or losses caused to you, including without limitation, lost profits, business interruption or other loss resulting from use of or reliance in any way on anything available on the Website. It is solely your responsibility to evaluate the accuracy, reliability, completeness and usefulness of Content available on the Website that is used by you.

We make no warranty that the Services or Website will meet your requirements or that the Services or your access to the Website will be uninterrupted, timely, accurate or reliable; nor do we make any warranty as to any information that may be obtained through the Services or Website. In case there is any defect in any software being used for the provision of the Services, we do not make any warranty that defects in such software will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through use of the Services or Website is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material or data.

No advice or information, whether oral or written, obtained by you from the Services or Website or through the Service(s) or Website shall create any warranty not expressly made herein.

Viruses

You will be responsible for introduction of any viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

We will not be liable for any loss or damage caused by a virus, denial-of-service attack, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or your downloading of any Content on it, or on any website linked to it.

You should use your own virus protection software. We cannot and do not guarantee or warrant that files available for downloading from the Website will be free of infection by viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties.

Limitation of our liability

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any Content on it, whether express or implied.

We will not be liable to any user for any direct, indirect or consequential loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

use of, or inability to use, the Website; or

use of or reliance on any Content displayed on the Website.

use of the services provided through the Website.

If you are a business user, please note that in particular, we will not be liable for:

loss of profits, sales, business, business opportunity or revenue;

business interruption;

loss of anticipated savings;

loss of business opportunity, goodwill or reputation; or

Please note that we only provide the Website for domestic and private use. You agree not to use the Website for any commercial or business purposes without obtaining a legally valid license to do so in accordance with these Terms.

Electronic communications

When you visit this Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that in case there are any changes in any information provided by you to us, including your e-mail address and other contact details, you will be solely responsible to update them regularly. If we send any communication by e-mail, it shall be sent to your e-mail address available on the records created by you on the Website and it shall be deemed to have been received by you once it is reflected as sent in the outbox of our e-mail id. You may cancel your account at any time by sending us an email at support@zenprivex.com.

Linking to the Website

If you choose to authenticate your account through a third party service, like Twitter or Facebook, you are linking that account to your Account.

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to the Website in any website that is not owned by you.

The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page.

We reserve the right to withdraw linking permission without notice.

The Website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to make any use of Content on the Website other than that set out above, please send us an e-mail at support@zenprivex.com.

Indemnification

To the maximum extent permitted by applicable law, you shall indemnify and hold harmless the Company, its owners, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable attorneys’ fees, made by any third party or penalty imposed due to or arising out of your breach of these Terms, or your violation of any law, rules or regulations or the rights (including infringement of intellectual property rights) of a third party.

Release and waiver

To the maximum extent permitted by applicable law, you hereby release and waive all claims against the Company, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of our Website. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Applicable law

Please note that these Terms, its subject matter and its formation, are governed by the laws of the Singapore. The courts of Singapore will have exclusive jurisdiction to deal with any dispute arising out of or in connection with these Terms or any other terms and conditions made applicable on you by us and you consent to the jurisdiction and venue of such courts and waive any objection as to inconvenient forum.

Termination

We reserve the right to refuse to continue providing you with access to this Website if we discover that you are incompetent to contract by virtue of your age or otherwise under applicable law. This Website is not available to persons whose membership has been suspended or terminated by us for any reason whatsoever. In case, you choose to access this Website from any jurisdiction not governed by the laws of Singapore, you are solely responsible for compliance with local laws of that jurisdiction and all applicable laws.

Website Security and data protection officer

This website stores all data with the Amazon Web Services Platform provided by Google Inc. which may store this data on its servers located outside of Singapore. The Amazon Web Services Platform has security measures in place to protect the loss, misuse and alteration of the information. These measures adopted by the Amazon Web Services Platform and certain additional measures adopted by us are detailed in the Manual of Data Security Practices and Procedures. You acknowledge you have reviewed and understood the Manual of Data Security Practices and Procedures and that these are reasonable security practices and procedures that are commensurate with the information assets being protected. You also acknowledge that the standards followed by the Amazon Web Services Platform are not within control of the Company and are liable to change from time to time. You agree that it is in your interest to review from time to time the security standards, practices and policies adopted by the Amazon Web Services Platform to confirm that there are no changes that you are not comfortable with.

In accordance with Personal Data Protection Act, 2012 (“Act”) the name and contact details of the Data Protection Officer to ensure compliance with the Act are provided below:
Ramani Ramachandran
ram@zenprivex.com
If you come across any abuse or violation of these Terms, please report to legal@zenprivex.com

General terms

Relationship of the Parties: Notwithstanding any provision hereof, for all purposes of the Terms, you and the Company shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of the Company, express or implied, and you shall not attempt to bind us to any contract.

Invalidity of Specific Terms: If any provision of the Terms is found by a court of competent jurisdiction to be invalid, other provisions of such the Terms shall remain in full force and effect.

In case you do not want to continue using our Services and want to deactivate your account with us, please contact is at support@zenprivex.com.

If you do not agree with any provision of these Terms and wish to opt out of such provision, please write to us at support@zenprivex.com (“Opt-out Request”). You agree that you are not entitled to use this Website or the Services unless your Opt-out Request is accepted by us in writing.